Exhibit 10(a)


                FACILITIES SHARING AND INTERIM SERVICES AGREEMENT

     This FACILITIES  SHARING AND INTERIM  SERVICES  AGREEMENT is made as of the
28th day of February , 1996,  between Seafield Capital  Corporation,  a Missouri
corporation ("Seafield") and SLH CORPORATION., a newly formed Kansas corporation
which is a wholly owned subsidiary of Seafield ("SLH").

                                    RECITALS

         A. The Boards of Directors of Seafield and SLH have  determined that it
is in the best interests of the shareholders of Seafield: (1) to transfer to SLH
substantially  all of Seafield's  assets (the "Transfer  Assets") other than its
holdings of LabOne,  Inc.  ("Lab") and its holdings of Response  Oncology,  Inc.
("Response")   and  certain  other  assets  (the   "Retained   Assets"  as  more
particularly defined below) and certain liabilities (the "Transfer Liabilities")
and (2) to  distribute  to the holders of the issued and  outstanding  shares of
common  stock,  par  value $1 per  share,  of  Seafield  all of the  issued  and
outstanding  shares of common  stock,  par value  $0.01 per  share,  of SLH (the
"Distribution")  in accordance  with Article II of a  DISTRIBUTION  AGREEMENT to
which this agreement is appended as Exhibit A ("Distribution Agreement").

         B. Pursuant to Section 6.15 of the Distribution  Agreement Seafield has
agreed to  provide  SLH with  certain  services  and SLH has  agreed to  provide
Seafield with certain facilities in accordance with the terms of this agreement.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  herein  contained  and  intending to be legally  bound  thereby,  the
parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

     1.  Definitions  and  Terms.  Except  as  otherwise  provided  herein,  the
capitalized  terms in this agreement  shall have the same meaning as those terms
are defined to have in the Distribution Agreement.

                                   ARTICLE II
                             FACILITIES AND SERVICES

         2.01 AGREEMENT TO PROVIDE FACILITIES AND SERVICES. Subject to the terms
and conditions hereof Seafield agrees to provide to SLH and SLH agrees to accept
during the term specified in Section 2.03 (the "Term") all services  required by
SLH for the operation of the offices of SLH's Chairman, Chief Executive Officer,
Chief Accounting

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Officer and Chief Financial  Officer,  together with clerical and administrative
services,  but not including services provided  exclusively by Scout Development
Corporation  and its  subsidiaries.  Services to be provided  hereunder shall be
provided on a reasonably timely basis. The Services provided  hereunder shall be
provided in exchange for the facilities to be provided by SLH to Seafield as set
forth in Section 2.02 hereof.

         2.02 AGREEMENT TO PROVIDE FACILITIES AND SERVICES. Subject to the terms
and  conditions  hereof SLH agrees to provide  Seafield and  Seafield  agrees to
accept  during the term  specified  in Section  2.02 (the "Term") the use of SLH
facilities  at 2600 Grand  Boulevard,  Suite 500,  Kansas  City,  Missouri  (the
"Offices") for up to 16 Seafield officers and employees,  including the Seafield
employees  performing  services for SLH under Section 2.01. The facilities shall
include appropriate office space,  furniture,  equipment and supplies to support
the day to day activities of such personnel  during the term of this  agreement.
The facilities provided hereunder shall be provided in exchange for the services
to be provided by SLH to Seafield as set forth in Section 2.02 hereof; provided,
however,  following the  Distribution,  Seafield and the Company will review the
amount of personnel  and  facilities  used under the  arrangement  and each will
reimburse the other to the extent that the exchange of  facilities  for services
is not reasonably equivalent.

         2.03 TERM.  This Agreement shall be effective on the date first written
above and shall  continue  until  terminated  by either party by giving  written
notice to the other party of  termination  to become  effective as of the end of
the month following the month in which notice of termination is given.

                                   ARTICLE III
                                  MISCELLANEOUS

         3.01 SEAFIELD INDEMNIFICATION. SLH further agrees to indemnify and hold
harmless Seafield, its officers, agents, employees,  directors,  representatives
and successors from any claims,  liabilities,  damages, losses, costs, attorneys
fees, damages and/or liability, worker's compensation and discrimination actions
and/or any other type of civil,  administrative  or criminal  action(s)  whether
such  action(s)  be  brought by  Seafield's  personnel  and/or  any other  third
party(ies),  that they, or any one of them, may suffer or sustain as a result of
any claims, demands or causes of action arising out of, or in any way related to
the action or inaction of SLH relating to SLH's use of Services  provided to SLH
by Seafield hereunder.

         3.02 SLH INDEMNIFICATION. Seafield further agrees to indemnify and hold
harmless SLH, its officers,  agents, employees,  directors,  representatives and
successors from any claims, liabilities, damages, losses, costs, attorneys fees,
damages and/or  liability,  worker's  compensation  and  discrimination  actions
and/or any other type of civil,  administrative  or criminal  action(s)  whether
such action(s) be brought by SLH's personnel and/or any other third  party(ies),
that they, or any one of them, may suffer or sustain as a

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result of any claims,  demands or causes of action arising out of, or in any way
related to the action or  inaction of Seafield  relating  to  Seafield's  use of
facilities provided to Seafield by SLH hereunder.

         3.03 MUTUAL COVENANT.  Except to the extent otherwise  provided herein,
SLH and Seafield covenant and warrant that in the event that it appears that the
exchange of services for  facilities as herein  provided is not a fair exchange,
then a fair charge for the services or facilities  provided  hereunder  shall be
determined  in a fair and  equitable  manner  and  thereafter  paid to the party
providing such service or facility..

         3.04 FORCE  MAJEURE.  If either  party is unable to perform  any of its
duties or fulfill any of its covenants or obligations  under this Agreement as a
result of  causes  beyond  its  control  and  without  its fault or  negligence,
including  but not  limited  to acts of God or  government,  fire,  flood,  war,
governmental  controls, and labor strife, then such party shall not be deemed to
be in default of this  Agreement  during the  continuance  of such events  which
rendered  it unable to  perform;  such  party  shall have such  additional  time
thereafter as is reasonably  necessary to enable it to resume performance of its
duties and  obligations  under this  Agreement;  and the party  entitled to such
performance shall not be required to pay the other party for such performance to
the  extent  that such other  party is unable to  perform.  Notwithstanding  the
foregoing,  if the  suspension  of a party's  obligation  to perform  under this
Agreement  is of such a nature or duration  as to  substantially  frustrate  the
purpose of this Agreement,  then SLH or Seafield, as the case may be, shall have
the right to  terminate  this  Agreement  by giving to the other 30 days'  prior
written notice of termination, in which case termination shall be effective upon
the expiration of such 30-day period unless performance is resumed prior to such
expiration.

         3.05 SEVERABILITY. The invalidity of any provision of this Agreement as
determined  by a court of  competent  jurisdiction  in no way shall  affect  the
validity of any other  provision  hereof.  If a provision  is  determined  to be
invalid,  the parties shall negotiate in good faith in an effort to agree upon a
suitable and equitable  alternative  provision to effect the original  intent of
the parties.

     3.06 TIME OF THE ESSENCE. The parties hereto agree that with respect to the
performance of all terms, conditions and covenants of this Agreement, time is of
the essence.

     3.07  CAPTIONS.  Section  captions are not a part hereof and are merely for
the convenience of the parties.

     3.08 BINDING EFFECT;  CHOICE OF LAW. Subject to any provisions hereof, this
Agreement shall bind the parties,  their successors and assigns.  This Agreement
shall be governed by the laws of the State of Missouri without  reference to the
conflict or choice of law provisions thereof.


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         3.09 ASSIGNMENT.  Neither party shall assign or sublease this Agreement
or any Services to be provided  hereunder  without the prior written  consent of
the other, which consent shall not be withheld unreasonably. Notwithstanding the
foregoing,  consent  shall not be required for an assignment or sublease of this
Agreement  or any  Service  provided  hereunder  by either  party to a corporate
affiliate  of such  party or to any third  party  vendor or third  party  record
keeper who had been providing all or a material portion of the Services to or on
behalf of SLH or Seafield,  as the case may be, prior to the date first  written
above.

     3.09  AMENDMENT.  This  Agreement  may not be amended  without  the express
written agreement of all parties hereto.

         3.10 NOTICES.  All notices under this  Agreement must be in writing and
delivered  personally or sent by United States mail, postage prepaid,  addressed
as follows,  except that any party by written  notice  given as  aforesaid,  may
change its address for subsequent notices to be given hereunder.

         If to Seafield:

                  Seafield Capital Corporation
                  2600 Grand Boulevard, Suite 500
                  Kansas City, Missouri 64108
                  Attention:  President

         If to SLH:

                  SLH CORPORATION.
                  2600 Grand Boulevard, Suite 500
                  Kansas City, Missouri 64108
                  Attention:  President

     Notice sent by U.S. mail will be deemed given when  deposited with the U.S.
postal service.

         3.11 LIABILITY FOR  NONPERFORMANCE.  None of the parties hereto nor any
subsidiaries  of such parties shall have any liability to each other for failure
to perform its obligations hereunder unless such failure arises out of, directly
or  indirectly,   the  misconduct  or  gross  negligence  on  the  part  of  the
nonperforming  party.  Seafield shall not be required to perform any Service (or
any part of any Service) to the extent that performance of such Service (or such
part of such Service) would violate any law, rule or regulation.

     3.12  INDEPENDENT   ENTITIES.  In  carrying  out  the  provisions  of  this
Agreement,  Seafield  and SLH are and shall be  deemed  to be for all  purposes,
separate and independent entities. Seafield and SLH shall select their employees
and agents,  and such  employees  and agents  shall be under the  exclusive  and
complete supervision and control of

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Seafield  or SLH,  as the  case  may be.  Seafield  and SLH  hereby  acknowledge
responsibility for full payment of wages and other compensation to all employees
and agents  engaged by either in the  performance of their  respective  Services
under  this  Agreement.  It is the  express  intent of this  Agreement  that the
relationship  of  Seafield  to SLH and SLH to  Seafield  shall be solely that of
separate and independent companies and not that of a joint venture,  partnership
or any other joint relationship.

         3.13  NONFIDUCIARY  STATUS.  In  carrying  out the  provisions  of this
Agreement,  neither  party shall be a fiduciary  (as defined in Section 3(21) of
ERISA)  with  respect to any  employee  benefit  plan,  program  or  arrangement
maintained by or on behalf of the other party.  Each party will provide Services
pursuant to the terms and  conditions of this  Agreement in accordance  with the
directions,  guidelines and/or procedures established by SLH or Seafield, as the
case may be, or the plan administrator (as defined in Section 3(16) of ERISA) of
each party's employee benefit plans or arrangements.

         3.14 THIRD PARTY  BENEFICIARIES.  The  provisions of this Agreement are
solely for the benefit of the  parties  and are not  intended to confer upon any
person except the parties any rights or remedies  hereunder.  There are no third
party beneficiaries of this Agreement,  and this Agreement shall not provide any
third person with any remedy, claim, liability,  reimbursement,  action or other
right in excess of those existing without reference to this Agreement.

         3.14  CONSTRUCTION.  For  purposes  of this  Agreement,  references  to
Seafield,  with  respect  to events or periods  prior to the date first  written
above,  shall  mean and  include,  where  appropriate,  SLH's  operation  of the
Transferred Businesses as they existed prior to such date.

         IN WITNESS  WHEREOF,  this  Agreement  has been  executed  in  multiple
counterparts on the date set forth above, each of which shall, for all purposes,
be deemed an original and all of which shall evidence but one agreement  between
the parties hereto.

SLH CORPORATION,                                 SEAFIELD CAPITAL CORPORATION,
a Kansas corporation                             a Missouri corporation


     s/James R. Seward                            s/P. Anthony Jacobs
By: __________________________                   By:__________________________
Name: James R. Seward, CFA                       Name:  P. Anthony Jacobs, CFA
Title: President                                 Title: President



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